Electro Scientific Industries (ESIO) 10-Q 2001 Q3 Quarterly report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

/x/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 2, 2000 or

or

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to               

Commission file number 0-12853

ELECTRO SCIENTIFIC INDUSTRIES, INC.

Oregon	93-0370304
13900 N.W. Science Park Drive, Portland, Oregon 97229
(503) 641-4141

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

As of December 2, 2000 there were 26,933,201 shares of Common Stock of Electro Scientific Industries, Inc. outstanding.

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

EXHIBIT INDEX

		Page No.
Part I.	Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Balance Sheets December 2, 2000 and June 3, 2000*	3-4
	Consolidated Statements of Income Three Months and Six Months ended December 2, 2000 and November 27, 1999	5
	Consolidated Statements of Cash Flows Six Months ended December 2, 2000 and November 27, 1999	6
	Notes to Consolidated Financial Statements	7-9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10-13
Part II.	Other Information
Item 1.	Legal Proceedings	15
Item 4.	Submission of Matters to a Vote of Security Holders	16
Item 6.	Exhibits and Reports on Form 8-K	16
	Signature	17

*

Audited

2

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

			December 2, 2000*			June 3, 2000
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	66,321		$	34,876
	Securities available for sale			72,949			63,522
	Trade receivables, net			83,579			73,346
	Inventory			76,691			56,334
	Deferred income taxes			8,171			8,171
	Other current assets			3,288			3,625
		Total current assets		310,999			239,874
PROPERTY AND EQUIPMENT, AT COST				84,431			79,161
	Less—Accumulated depreciation			(43,514	)		(43,144	)
		Net property and equipment		40,917			36,017
OTHER ASSETS				15,064			15,750
Total Assets			$	366,980		$	291,641

*

Unaudited

The accompanying notes are an integral part of these statements.

3

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands except per share data)

				December 2, 2000*			June 3, 2000
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	16,735		$	13,061
	Accrued liabilities:
		Payroll related			16,801			13,820
		Commissions			2,984			3,214
		Warranty			3,793			2,513
		Income Taxes Payable			10,310			—
		Other			4,588			1,798
			Total accrued liabilities		38,476			21,345
	Deferred revenue				3,548			668
Total current liabilities					58,759			35,074
Deferred income tax					426			426
TOTAL LIABILITIES:				$	59,185		$	35,500
SHAREHOLDERS' EQUITY:
Preferred stock, without par value; 1,000 shares authorized; no shares issued				$	—		$	—
Common stock, without par value; Authorized: 100,000 shares; Outstanding: 26,933, and 26,855 respectively					122,095			120,140
Retained earnings					188,418			137,405
Accumulated other comprehensive loss					(2,718	)		(1,404	)
			Total shareholders' equity		307,795			256,141
Total liabilities and shareholders' equity				$	366,980		$	291,641

The accompanying notes are an integral part of these statements.

4

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share)

			Three Months Ended					Six Months Ended
			December 2, 2000*			November 27, 1999*		December 2, 2000*			November 27, 1999*
Net sales			$	139,568		$	66,935	$	268,100		$	125,909
Cost of sales				56,354			30,838		110,054			59,191
	Gross margin			83,214			36,097		158,046			66,718
Operating expenses:
	Selling, service and administrative			29,558			18,489		58,682			34,808
	Research, development and engineering			12,891			7,786		24,641			15,268
		Total operating expenses		42,449			26,275		83,323			50,076
Operating income				40,765			9,822		74,723			16,642
Interest income				2,169			320		3,972			577
Other income (expense), net				(290	)		45		(214	)		5
Income before income taxes				42,644			10,187		78,481			17,224
Provision for income taxes				14,925			3,260		27,467			5,512
Net income			$	27,719		$	6,927	$	51,014		$	11,712
Net income per share:
	Basic		$	1.03		$	0.26	$	1.90		$	0.45
	Diluted		$	1.00		$	0.26	$	1.83		$	0.43
Weighted average number of shares:
	Basic			26,929			26,296		26,900			26,206
	Diluted			27,790			27,142		27,880			26,956

*

Unaudited

The accompanying notes are an integral part of these statements.

5

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

		Six Months Ended
		December 2, 2000*			November 27, 1999*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	51,014		$	11,712
Depreciation and amortization			4,469			4,338
Deferred Income Taxes			—			(1,430	)
Changes in operating accounts:
	(Increase) decrease in trade receivables		(11,930	)		2,291
	(Increase) decrease in inventories		(20,507	)		(2,691	)
	(Increase) decrease in other current assets		114			(733	)
	Increase in current liabilities		24,291			4,163
Net cash provided by operating activities			47,451			17,650
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(9,151	)		(2,911	)
Purchase of securities			(19,224	)		(2,845	)
Proceeds from sales of securities and maturing securities			9,929			3,000
(Increase) decrease in other assets			485			(123	)
Net cash used in investing activities			(17,961	)		(2,879	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and stock plans			1,955			3,580
Net cash provided by financing activities			1,955			3,580
Net Change in Cash and Cash Equivalents			31,445			18,351
Cash and Cash Equivalents at Beginning of Period			34,876			7,793
Cash and Cash Equivalents at End of Period		$	66,321		$	26,144

*

Unaudited

    Cash payments for interest were not significant for the six months ended November 27, 1999 and November 30, 1998. Cash payments for income taxes were $11,500 and $6,483 for the six months ended December 2, 2000 and November 27, 1999, respectively.

The accompanying notes are an integral part of these statements.

6

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)
(Unaudited)

Note 1—Basis of Presentation

    The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in these interim statements. Management believes that the interim statements include all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of results for the interim periods. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 2000 Annual Report filed on Form 10-K.

    Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Note 2—Inventories

    Inventories consist of the following:

	December 2, 2000		June 3, 2000*
Raw materials and purchased parts	$	38,012	$	28,979
Work-in-process		20,510		12,844
Finished goods		18,169		14,511
	$	76,691	$	56,334

*

Audited

7

Note 3—Net Income Per Share

    The Company computes net income per share in accordance with Statement of Financial Accounting Standards 128, "Earnings Per Share" (SFAS 128). All earnings per share amounts in the following table are presented to conform to the SFAS 128 requirements.

		Three Months Ended				Six Months Ended
		December 2, 2000		November 27, 1999		December 2, 2000		November 27, 1999
Net income		$	27,719	$	6,927	$	51,014	$	11,712
Weighted average number of shares of common stock and common stock equivalents outstanding:
	Weighted average number of shares outstanding for computing basic net income per share		26,929		26,296		26,900		26,206
	Dilutive effect of employee stock options after application of the treasury stock method		861		846		980		750
	Weighted average number of shares outstanding for computing diluted net income per share		27,790		27,142		27,880		26,956
Net income per share—basic		$	1.03	$	0.26	$	1.90	$	0.45
Net income per share—diluted		$	1.00	$	0.26	$	1.83	$	0.43

    For purposes of computing diluted earnings per share, weighted average common share equivalents do not include the following stock options because inclusion would have an anti-dilutive effect on the earnings per share calculation. The following shares have not been recalculated using the treasury stock method.

	Three Months Ended		Six Months Ended
	December 2, 2000	November 27, 1999	December 2, 2000	November 27, 1999
Number of Employee Stock Options	1,300	18	1,268	62

Note 4—Income Taxes

    The effective income tax rate for the interim period is based on estimates of annual amounts of taxable income, tax credits and other factors.

Note 5—New Accounting Pronouncements

Revenue Recognition

    The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements," in December 1999. SAB 101 provides guidance for applying Generally Accepted Accounting Principles (GAAP) to revenue recognition in financial statements filed with the SEC. Specifically, SAB 101 addresses recognizing revenue upon installation and acceptance versus shipment. The Company generally recognizes revenue upon shipment. The Company will be required to adopt SAB 101 in the fourth fiscal quarter of 2001. Management has not yet determined the potential effect of the implementation of SAB 101 on the Company's financial condition or results of operations. Since the implementation of SAB 101 could result in changes to the timing of the Company's revenue recognition, its effect could be material and adverse to the Company's financial condition and results of operations in the period of implementation.

8

Hedging Activities

    The Financial Accounting Standards Board issued "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), in June 1998. SFAS 133 requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The change in the derivative's fair value related to the ineffective portion of a hedge, if any, will be immediately recognized in earnings. The Company expects to adopt this Standard as of the beginning of its fiscal year 2002. The effect of adopting this standard is currently being evaluated, but is not expected to have a material effect on the Company's financial position or its results of operations.

9

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

MANAGEMENT DISCUSSION AND ANALYSIS

Results of Operations

    Revenue of $139.6 million for the quarter ended December 2, 2000 was $72.6 million or 108.5% higher than the second quarter of fiscal 2000, and was $11.1 million higher than the quarter ended September 2, 2000. Revenue of $268.1 million for the six months ended December 2, 2000 was $142.2 million or 112.9% higher as compared to the six months ended November 27, 1999. All product lines experienced higher sales volume in comparison to the same quarter of the prior year. Electronic component manufacturing systems made up the largest percentage of sales for the quarter at 46.2% of total revenues versus 33.6% in the same quarter of the prior year. Sales of semiconductor yield improvement systems, electronic component manufacturing systems, circuit fine tuning systems, and advanced electronic packaging equipment increased in comparison to the quarter ended September 2, 2000, and were partially offset by a decrease in vision inspection systems. Semiconductor yield improvement systems showed the greatest increase with $37.0 million in revenue for the current quarter versus $30.6 million for the quarter ended September 2, 2000.

    Gross margin for the three months ended December 2, 2000 increased to 59.6% from 53.9% for the same period in the prior fiscal year. Gross margin for the six months ended December 2, 2000 increased to 59.0% from 53.0% for the same period in the prior year. Higher margins were the result of favorable absorption of manufacturing costs associated with higher volume, cost reduction efforts on certain product lines, and favorable product mix. Gross margin for the current period increased from 58.2% for the quarter ended September 2, 2000, due to the same factors.

    Selling, service and administrative expenses for the three months ended December 2, 2000 were $11.1 million higher than for the second quarter of fiscal 2000, but decreased as a percentage of sales from 27.6% to 21.2%. Year-to-date, selling, service and administrative expenses were $23.9 million higher as compared to the six months ended November 27, 1999. A higher volume of business for both the quarter and year-to-date resulted in increased payroll and commission expense as compared to prior year levels. Expenses for sales, services and administration remained relatively flat compared to the last quarter.

    Expenses associated with research, development and engineering for the three months ended December 2, 2000, increased from both the second quarter of fiscal 2000 and the first quarter of fiscal 2001. The $5.1 million increase over the second quarter of prior year is attributable to higher spending on project material and increased payroll and bonus expense. R&D expenses increased $1.1 million over the prior quarter, due to higher levels of spending on material and labor for engineering projects. R&D expenses increased $9.4 million for the six months ended December 2, 2000 compared to six months ended the prior year. This increase was due to higher spending on project material, and increased payroll and bonus expense. R&D spending typically fluctuates from quarter to quarter as engineering projects move through their life cycles.

    Interest income for the quarter and year to date was up substantially over the same periods in the prior year due mainly to an increase in cash invested related to both an increase in sales and a decrease in the time between shipping product and collecting cash from our customers.

    The income tax rate increased from 32% to 35% for the six months ended November 27, 1999 and December 2, 2000, respectively. This increase is due mainly to anticipated reduction of benefits related to the carryforward of net operating losses from prior periods.

    Net income for the quarter ended December 2, 2000 was $27.7 million or $1.00 per diluted share. This represents an increase of 300% over the second quarter in the prior year, when there were earnings of $6.9 million or $0.26 per diluted share. Net income for the six months ended December 2,

10

2000 was $51.0 million or $1.83 per diluted share. This represents an increase of $39.3 million or 335.6% over the same period in the prior year, when earnings were $11.7 million or $0.43 per diluted share.

    Ending backlog on December 2, 2000 was $198.8 million as compared to $196.9 million on September 2, 2000 as a result of improved market conditions.

Liquidity, Capital Resources and Business Environment

    The Company's principal sources of liquidity are existing cash and cash equivalents and marketable debt securities of $139.3 million, accounts receivable of $83.6 million, and a $7.0 million line of credit, none of which was outstanding at December 2, 2000. ESI has a current ratio of 5.3:1 and no long-term debt. Working capital increased to $252.2 million at December 2, 2000 as compared to $204.8 million at June 3, 2000. Due to increased sales, both accounts receivable and inventory increased from June 3, 2000 to December 2, 2000. Accounts receivable increased by $10.2 million and inventory increased by $20.4 million from June 3, 2000 to December 2, 2000. Raw materials and work-in-process increased while finished goods inventory remained relatively flat. Deferred revenue increased $2.9 million from June 3, 2000 as a result of more down payments received from our customers. Other current liabilities increased $2.8 million from June 3, 2000, due to increases in both sales taxes payable and accrued relocation expenses. Increases in both sales taxes payable and accrued relocation expenses were, directly and indirectly, a result of an increase in sales, respectively.

Factors That May Affect Future Results

    The statements contained in this report that are not statements of historical fact, including without limitation, statements containing the words "believes," "expects," and similar words, constitute forward-looking statements that involve a number of risks and uncertainties. From time to time the Company may issue other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may materially differ. Factors that may result in such variances include, but are not limited to, the following:

Industry Volatility

    The Company's business depends in large part upon the capital expenditures of manufacturers of electronic devices, including miniature capacitors, semiconductor memory devices and circuits used in wireless communications equipment, including pagers and wireless phones, automotive electronics and computers. The markets for products manufactured by the Company's customers are cyclical and have historically experienced periodic downturns, which have had a negative effect on the demand for capital equipment such as that sold by the Company.

Customer Concentration

    Ten large multinational electronics companies constituted 39.7% of the Company's fiscal 2000 sales and are expected to comprise a similar ratio in fiscal 2001. The loss of any of these customers would be significant.

Technological Change and Competition

    The market for the Company's products is characterized by rapidly changing technology and evolving industry standards. The Company believes that its future success will depend on its ability to develop and manufacture new products and product enhancements, and to introduce them successfully into the market. Failure to do so in a timely fashion could harm the Company's competitive position. The announcements or introductions of new products by the Company or its competitors may adversely

11

affect the Company's operating results, since these announcements may cause customers to defer ordering products from the Company's existing product lines.

International Trade and Economic Conditions

    International shipments have accounted for 75% of year-to-date sales for fiscal 2001 as compared to 72% for the fiscal year 2000. The Company expects that international shipments will continue to represent a significant percentage of net sales in the future. Because of our significant dependence on international revenues, a continued or additional decline in the economies of any of the countries in which we do business would negatively affect our operating results. Other risks involved with international trade include changes in demand resulting from fluctuations in interest and currency exchange rates, as well as factors such as government financed competition, changes in trade policies, availability and cost of transportation, tariff regulations, difficulties in obtaining United States export licenses and the difficulties of staffing and managing foreign operations.

    Most of the Company's sales are transacted in dollars and the Company's products are made in the United States. Many Japanese customers pay in yen; therefore, ESI hedges these sales transactions to mitigate currency risk. The European and Asian sales subsidiaries' operating expenses are denominated in their respective local currencies. These transactions represent approximately 8.6% of consolidated operating expenses and are split 41% and 59%, respectively, between Europe and Asia. Changes in the value of the local currency, as measured in US dollars, will commensurately increase or decrease operating expenses.

Euro Conversion

    The Company's information technology systems will allow for transactions to take place in both local currencies and the Euro, with the eventual elimination of the local currency. The Company will continue to evaluate the impact over time of the introduction of the Euro; however, the Company does not believe that the introduction of the Euro has or will have a material adverse affect on our results of operations.

Foreign Sales Corporation Benefit

    In February 2000, the World Trade Organization (WTO) ruled that Foreign Sales Corporations (FSC) provisions violated U.S. obligations under the General Agreement on Tariffs and Trade (GATT). As a result, Congress repealed the FSC rules effective October 1, 2000, subject to certain transition rules. Legislation for an alternative to the FSC has recently been enacted by Congress. The Company believes that the new legislation will result in a tax benefit under the FSC rules and that there should be no material effect on its effective tax rate or on its financial statements.

Acquisitions

    The Company has made, and may in the future make, acquisitions of, or significant investments in, businesses with complementary products, services and/or technologies. Acquisitions involve numerous risks, including management assimilation and costs in connection with integration of the operations, technologies, and products of the acquired companies, possible impairment of acquired intangible assets, and the potential loss of key employees of the acquired companies. In addition, the Financial Accounting Standards Board has indicated that they plan to disallow the pooling-of-interests method of acquisition accounting. This could result in significant charges resulting from amortization of intangible assets recorded in connection with future acquisitions, and may alter the Company's acquisition strategy. The inability to manage these risks effectively could materially affect the Company's financial condition and results of operations.

12

Key Suppliers

    The Company uses numerous vendors to supply materials used in production. Although the Company makes reasonable efforts to ensure that parts are available from multiple suppliers, key parts may be available only from a single supplier or a limited group of suppliers. If the Company does not receive parts for production in a timely and cost effective manner, there can be no assurance that the Company's results of operations will not be materially and adversely affected.

Manufacturing Delays or Interruptions

    The Company depends on manufacturing flexibility to meet the changing demands of its customers. Any significant delay or interruption of manufacturing operations as a result of software deficiencies, natural disasters, and other causes, could result in ineffective manufacturing capabilities or delayed product deliveries. Any or all of which could materially and adversely affect the Company's results of operations and financial condition.

Direct Sales in Asia

    The Company has established direct sales and service organizations in Taiwan, Korea, and Southeast Asia, which includes Singapore, Malaysia, Thailand and the Philippines. Previously the Company sold its products through a network of commission-based sales representatives in these countries. The Company's shift to a direct sales model in these regions involves risks. For example, the Company may encounter labor shortages or disputes that could inhibit its ability to effectively sell and market its products. The Company is also subject to compliance with the labor laws and other laws governing employers in these countries and the Company will incur additional costs to comply with these regulatory schemes. Additionally the Company will incur new fixed operating expenses associated with the direct sales organizations; in particular payroll related costs and lease expenses. If amounts saved on commission payments formerly paid to the Company's sales representatives do not increase sufficiently to offset these expenses its operating results may be harmed.

Patent Infringement

    Our business is characterized by continual technological change, with frequent introductions of new products and technologies. As a result, companies often design and develop similar products to those introduced by others, increasing the risk that their products and processes may give rise to claims that they infringe on the intellectual property rights of others. This inherent risk of infringement could cause the Company to incur significant litigation costs or other expenses.

Stock Market Volatility

    ESI believes that it has product offerings and resources needed for continued success. Future revenue and margin trends cannot be reliably predicted and may cause the Company to adjust its operations. Factors external to the Company can result in volatility of the Company's common stock price. Because of these factors, recent trends should not be considered reliable indicators of future stock prices or financial results.

13

Item 3. Market Risk Disclosure

Interest Rate Risk

    As of December 2, 2000, the Company's investment portfolio includes marketable debt securities of $72.9 million. These securities are subject to interest rate risk, and will decline in value if interest rates increase. These securities are classified as Securities Available for Sale; therefore, the impact of interest rate changes is reflected as a separate component of shareholder's equity. Due to the short duration of the Company's investment portfolio, an immediate 10% increase in interest rates would not have a material effect on the Company's financial condition.

Foreign Currency Exchange Rate Risk

    The Company has limited involvement with derivative financial instruments and does not use them for trading purposes. Derivatives are used to manage well-defined foreign currency risks. The Company enters into forward exchange contracts to hedge the value of accounts receivable denominated in Japanese yen. The impact of exchange rates on the forward contracts will be substantially offset by the impact of such changes on the underlying transactions. The effect of an immediate 10% change in exchange rates on the forward exchange contracts and the underlying hedged positions, denominated in Japanese yen, would not be material to the Company's financial position or the results of its operations.

14

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

Part II Other Information

Item 1. Legal Proceedings

    ESI initiated litigation against Dynamic Details, Inc. and GSI Lumonics, Inc. for patent infringement in March 2000 in the U.S. District Court for the Central District of California (Electro Scientific Industries v. Dynamic Details, Inc. and GSI Lumonics, Inc., No. SACV00-272 AHS (ANX)). The complaint alleges that Dynamic Details and GSI Lumonics are violating ESI's U.S. patent 5,847,960 entitled "Multi-tool Positioning System". The complaint alleges that Dynamic Details infringes ESI's patent 5,847,960 and that GSI Lumonics has actively induced infringement of, and contributorily infringed, ESI's patent 5,847,960. The complaint seeks injunctive relief and monetary damages. Dynamic Details, Inc. and GSI Lumonics, Inc. have filed a counterclaim for a declaratory judgment of non-infringement and invalidity of ESI's patent 5,847,960.

    ESI initiated litigation against General Scanning Inc. for patent infringement in December 1996 in the U.S District Court for the Northern District of California (Electro Scientific Industries, Inc. v. General Scanning, Inc. No. C-96-4268 SBA). On April 2, 1999, a federal court jury issued a verdict upholding the validity of ESI's link blowing patent, U.S. patent 5,265,114 entitled "System and Method for Selectively Laser Processing a Target Structure of One or More Materials of a Multimaterial, Multilayer Device". The jury found ESI's U.S. patent 5,473,624 entitled "Laser System and Method for Selectively Severing Links" invalid for reasons of obviousness. On April 8, 1999, the same federal court jury awarded ESI $13.1 million in damages, and also concluded that General Scanning's infringement was willful. On July 8, 1999 the court issued orders denying General Scanning's motions for a new trial and to set aside the jury verdict. The court also entered a permanent injunction prohibiting General Scanning from making, using, selling, or offering for sale in the United States memory repair systems and upgrade kits equipped with 1.3 micron lasers. General Scanning has filed an appeal of the U.S. District Court judgment with the U.S. Court of Appeals for the Federal Circuit. ESI has not reflected the $13.1 million award in its financial results. Separately, the U.S. Patent and Trademark Office has issued an order granting a request by General Scanning to re-examine ESI's patent 5,265,114. On July 27, 2000 the Patent Office issued a non-final first office action in its re-examination of ESI's patent 5,265,114. The action by the Patent Office states that some of the claims of the 5,265,114 patent are unpatentable. ESI has responded to the action under Patent Office procedures and its response asserts the basis for the patentability of the claims. ESI continues to record legal expenses related to this litigation and the Patent Office action as these expenses are incurred.

    Numerous users of the Company's products have received notice of patent infringement from the Lemelson Medical, Educational & Research Foundation Limited Partnership ("Partnership") alleging that their use of the Company's products infringes certain patents transferred to the Partnership by the late Jerome H. Lemelson. Certain of these users have notified the Company that, in the event it is subsequently determined that their use of the Company's products infringes any of the Partnership's patents, they may seek indemnification from the Company for damages or expenses resulting from this matter.

15

Item 4. Submission of Matters to a Vote of Security Holders

    The 2000 Annual Meeting of Shareholders was held on Friday, September 22, 2000. The following items were approved by the vote indicated:

1.

David F. Bolender, Keith L. Thomson, and Jon D. Tompkins and were re-elected to the Board of Directors for a three-year term. W. Arthur Porter, Gerald F. Taylor, Donald R. VanLuvanee, Larry L. Hansen, and Vernon B. Ryles, Jr., continue as Directors.

For	23,609,446
Against	0
Abstain	121,923

2.

The Company's 2000 Stock Options Incentive Plan was approved.

For	12,523,306
Against	8,021,465
Abstain	249,580

3.

Amending the Third Restated Articles of Incorporation to increase the number of authorized Shares of Common Stock from 40,000,000 to 100,000,000.

For	19,840,058
Against	3,634,449
Abstain	256,862

4.

Selection of Arthur Andersen LLP as independent auditors for the Company was approved.

For	23,616,091
Against	7,133
Abstain	108,145

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

3.

Articles of Amendment of the Third Restated Articles of Incorporation of the Company.

(b)

Report on Form 8-K

    No reports on Form 8-K were filed by the Company during the quarter ended December 2, 2000.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

	ELECTRO SCIENTIFIC INDUSTRIES, INC.
Dated: January 16, 2001	By:	/s/ JAMES T. DOOLEY   James T. Dooley,Vice President and Chief Financial Officer.

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ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES EXHIBIT INDEX
ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands except per share data)
ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands except per share)
ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) (Unaudited)
ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT DISCUSSION AND ANALYSIS Results of Operations

Item 3. Market Risk Disclosure

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

Part II Other Information
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K

SIGNATURES